Outlines Rapid Transformation Underway and
Delivering Results
Blackwells Not Offering Any Meaningful New
Ideas;Blackwells’ Nominees’ Experience Not Additive to Board
Urges Stockholders to Vote “FOR” the Superior
SUPERVALU Board Slateon the WHITE Proxy Card
SUPERVALU INC. (NYSE:SVU) today announced that it has released
an investor presentation in connection with the Company’s upcoming
2018 Annual Meeting of Stockholders, to be held on August 16,
2018.
The presentation and other important information related to the
2018 Annual Meeting can be found on SUPERVALU’s website at
http://www.supervaluinvestors.com.
Highlights of the presentation include:
SUPERVALU’s transformation plan is well underway and
delivering results.
- For over two years, SUPERVALU has been
rapidly and strategically transforming its business to become a
wholesale company of choice focused on distribution across the
U.S.
- The Company has added $5 billion in
run-rate sales to grow its core Wholesale business, which now
represents 80% of total company sales, up from 44% in 2016.
- SUPERVALU continues to optimize its
asset base through the sale of a majority of its Farm Fresh stores
and its minority interest in a number of franchised Cub Foods
stores, and is pursuing the sale of its Shop ‘n Save and Shop ‘n
Save East retail operations.
- The proceeds from the Company’s $1.3
billion sale of Save-A-Lot in late 2016 and the approximately $445
million in net proceeds from distribution center sale and leaseback
transactions earlier this year are strengthening the Company’s
balance sheet by reducing debt and increasing the Company’s
flexibility to execute its wholesale growth strategy.
- The Company has completed and continues
to pursue strategic and opportunistic acquisition opportunities to
augment its Wholesale business, including the recently completed
acquisitions of Unified Grocers and AG Florida.
SUPERVALU continues to take decisive action to best position
SUPERVALU in an evolving grocery industry.
- The Company continues to be well
positioned for future wholesale growth and to benefit from further
industry consolidation.
- The Company has appointed new
leadership in Wholesale and Retail to prioritize driving
operational excellence and better align retail initiatives with
wholesale operations.
- SUPERVALU is proposing to reorganize
its corporate structure into a holding company to further segregate
the wholesale and retail operations and more efficiently and
effectively advance the Company’s other transformation initiatives,
as well as potentially generate significant cash tax benefits of
approximately $300 million over the course of the next
approximately 15 years.
SUPERVALU’s Board and management team have the right
experience and skills to lead the Company’s strategic
transformation.
- The Board is independent and highly
qualified, with significant C-suite, public board, M&A,
financial, distribution and retail experience. The Board has
demonstrated a strong commitment to refreshment to ensure it has
the right mix of diversity, independence and experience to best
address the evolving needs of the grocery industry and position
SUPERVALU for future success.
- CEO Mark Gross and Mary Winston joined
the Board in 2016, both bringing strong backgrounds in grocery
retail and distribution, finance and M&A, which make them
critically valuable as the Company continues its ongoing strategic
transformation.
- SUPERVALU’s Board also has a wealth of
directors with deep financial and accounting backgrounds, including
Don Chappel, Irwin Cohen, Mark Gross, Mathew Pendo, Frank Savage,
Mary Winston and Francesca Ruiz de Luzuriaga. Under their
leadership and guidance, the Company has significantly reduced its
debt, improved its balance sheet, and increased its flexibility to
pursue strategic capital investments to drive wholesale
growth.
Blackwells has not suggested any meaningful new ideas, and
its nominees lack experience that is additive to the Board.
- Transformation is already underway at
SUPERVALU, and the Board and management team have been taking bold
steps since long before Blackwells purchased a single share of
SUPERVALU.
- Additionally, Blackwells’ director
nominees would not bring new or additive expertise to the Board,
and are not necessary to ensure the continued execution of the
Company’s initiatives to create stockholder value.
- Further, by attempting to replace six
of nine Board members, Blackwells is trying to effectively seize
control of SUPERVALU without paying a premium to all stockholders,
and is seeking a level of representation dramatically
disproportionate to its purported ownership in the Company.
- In fact, despite proposing a majority
slate, Blackwells has used options contracts to significantly
reduce its economic exposure to SUPERVALU stock.
The SUPERVALU Board of Directors unanimously recommends that
stockholders vote “FOR ALL” nine of SUPERVALU’s highly
qualified director candidates and “FOR” the Holding Company
Proposal on the WHITE proxy card.
CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION
FOR THE PURPOSE OF “SAFE HARBOR” PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995.
Except for the historical and factual information, the matters
set forth in this communication, particularly those pertaining to
SUPERVALU’s efforts and initiatives to transform its business and
assets and SUPERVALU’s expectations regarding the potential impact
of those efforts and initiatives on its future operating results,
and other statements identified by words such as “estimates”
“expects,” “projects,” “plans,” “intends,” “outlook” and similar
expressions are forward-looking statements within the meaning of
the “safe harbor” provisions of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are subject to
risks and uncertainties that may cause actual results to differ
materially, including the ability to continue to transform our
business and to execute on our initiatives on a timely basis or at
all, the ability to recognize the expected benefits of the
initiatives, the potential for disruption to our business during
the process, the ability to execute on the Holding Company Proposal
on a timely basis or at all, the ability to recognize the expected
benefits of the reorganization, the amount and timing of any cash
tax benefits resulting from the reorganization being different than
expected, our ability to complete a sale of certain of our retail
assets to third parties or another strategic transaction prior to
the expiration of our capital loss carryforward in February 2019,
the potential for disruption to our business during the process,
the ability to effectively manage organization changes during the
pendency of or following our business transformation including any
reorganization and related transactions, the requirement that we
offer to repurchase certain indebtedness of the Company and obtain
certain third-party consents as a result of the reorganization and
costs and expenses associated with doing so, and other risk factors
relating to our business or industry as detailed from time to time
in SUPERVALU’s reports filed with the SEC. You should not place
undue reliance on these forward-looking statements, which speak
only as of the date of this communication. For more information,
see the risk factors described in SUPERVALU’s Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q, proxy
statement/prospectus for the 2018 Annual Meeting of Stockholders
and other filings with the SEC. Unless legally required, SUPERVALU
undertakes no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Important Stockholder Information and Where You Can Find
It
SUPERVALU has filed with the SEC a definitive proxy
statement/prospectus and accompanying definitive WHITE proxy card
in connection with its 2018 Annual Meeting of Stockholders. The
definitive proxy statement/prospectus contains important
information about SUPERVALU, the 2018 Annual Meeting of
Stockholders and related matters.
In connection with the Holding Company Proposal, SUPERVALU
Enterprises, Inc., the entity that will be the new holding company
following completion of the reorganization (“SUPERVALU
Enterprises”), has filed with the SEC a Registration Statement on
Form S-4 (Registration Statement No. 333-225586) that includes the
definitive proxy statement of SUPERVALU and a prospectus of
SUPERVALU Enterprises, as well as other relevant documents
concerning the proposed reorganization. The Holding Company
Proposal will be submitted to SUPERVALU’s stockholders for their
consideration. This communication does not constitute an offer to
sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval.
INVESTORS AND STOCKHOLDERS ARE URGED TO READ ALL RELEVANT
DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE
DEFINITIVE PROXY STATEMENT/PROSPECTUS, THE ACCOMPANYING WHITE PROXY
CARD AND ANY OTHER RELEVANT SOLICITATION MATERIALS WHEN THEY BECOME
AVAILABLE BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT
INFORMATION.
A free copy of the definitive proxy statement/prospectus, as
well as other filings containing information about SUPERVALU and
SUPERVALU Enterprises, is able to be obtained at the SEC’s Internet
site (http://www.sec.gov). You are also able to obtain these
documents, free of charge, from SUPERVALU at
http://www.supervaluinvestors.com or by directing a request to
SUPERVALU INC., P.O. Box 990, Minneapolis, Minnesota 55440,
Attention: Investor Relations, telephone (952) 828-4000.
Participants in the Solicitation
SUPERVALU, its directors and certain of its executive officers
and employees may be deemed to be participants in the solicitation
of proxies from SUPERVALU’s stockholders in connection with the
matters to be considered at its 2018 Annual Meeting of
Stockholders. Information regarding the names of SUPERVALU’s
directors and certain of its executive officers and employees and
their respective interests in SUPERVALU by security holdings or
otherwise is set forth in SUPERVALU’s proxy statement/prospectus
for the 2018 Annual Meeting of Stockholders filed with the SEC.
The following table sets forth information as
of June 21, 2018 concerning beneficial ownership of SUPERVALU’s
common stock by each director and each of the executive officers
named in the Summary Compensation Table that is included in
SUPERVALU’s proxy statement for the 2018 Annual Meeting of
Stockholders and for all of our current directors and executive
officers as a group. The definition of beneficial ownership for
purposes of the following information includes shares over which a
person has sole or shared voting power or dispositive power,
whether or not a person has any economic interest in the shares.
The definition also includes shares that a person has a right to
acquire currently or within 60 days.
Name of Beneficial Owner
Amount and Nature ofBeneficial
Ownership (1)(2)
Percent of Class Donald R. Chappel 55,449 * Irwin S. Cohen
36,640 * Philip L. Francis
30,435 (3)
* Eric G. Johnson 27,033 *
Mathew M. Pendo
12,061 * Francesca Ruiz de Luzuriaga 10,547 * Frank A. Savage
23,226 * Mary A. Winston 8,642 * Mark Gross 174,227 * Rob N. Woseth
84,156 * James W. Weidenheimer 13,069 * Michael C. Stigers 63,671 *
Randy G. Burdick 83,072 * Bruce H. Besanko 32,791 * All current
directors and executive officers as a group (15 persons) 637,364
1.6%
* Less than 1%
(1) All persons listed have sole voting
and investment power with respect to all of the shares listed
except the following non-employee directorswho have sole voting
power, but no investment power, over shares held in the SUPERVALU
INC. Directors’ Deferred Compensation Plan (2009Restatement), as
follows: Mr. Chappel, 54,020 shares; Mr. Cohen, 36,640 shares; Mr.
Francis, 29,578 shares; Mr. Johnson, 27,033 shares;Mr. Pendo,
12,061 shares; Ms. Luzuriaga, 9,833 shares; Mr. Savage, 23,226
shares; and Ms. Winston, 8,642 shares.
(2) Includes shares underlying options
exercisable or exercisable within 60 days of June 21, 2018, as
follows: Mr. Gross, 167,760 shares; Mr. Woseth,73,783 shares; Mr.
Weidenheimer, 5,603 shares; Mr. Stigers, 51,450 shares; Mr.
Burdick, 72,221 shares; and all current directors and executive
officersas a group, 378,588 shares.
(3) Includes 857 shares held in a trust
for which Mr. Francis and his spouse serve as the trustees.
Additional information regarding the interests
of these participants in any proxy solicitation and a description
of their direct and indirect interests, if any, by security
holdings or otherwise, is also included in the definitive proxy
statement/prospectus for the 2018 Annual Meeting of Stockholders,
the accompanying definitive WHITE proxy card and other relevant
solicitation materials and in Form 3s and Form 4s filed by
SUPERVALU’s directors and executive officers after the date of the
proxy statement. These documents (when they become available), and
any and all documents filed by SUPERVALU with the SEC, may be
obtained by investors and stockholders free of charge on the SEC’s
website at www.sec.gov.
PROTECT YOUR INVESTMENT!
PLEASE VOTE TODAY ON THE WHITE
PROXY CARD!
If you have questions, need assistance in
voting your shares, or wish to change a prior vote, please
contact:
INNISFREE M&A INCORPORATED
Stockholders Call Toll-Free:
(877) 456-2510
About SUPERVALU INC.
SUPERVALU INC. is one of the largest grocery wholesalers and
retailers in the U.S. with fiscal 2018 annual sales of
approximately $14 billion. SUPERVALU serves customers across the
United States through a network of 3,437 stores composed of 3,323
wholesale primary stores operated by customers serviced by
SUPERVALU’s food distribution business and 114 traditional retail
grocery stores in continuing operations operated under three retail
banners in three geographic regions (store counts as of February
24, 2018). Headquartered in Minnesota, SUPERVALU has approximately
23,000 employees (in continuing operations). For more information
about SUPERVALU visit www.supervalu.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20180717005471/en/
SUPERVALU INC.For Investors:Steve Bloomquist,
952-828-4144steve.j.bloomquist@supervalu.comorFor Media:Jeff
Swanson, 952-903-1645jeffrey.s.swanson@supervalu.comorJoele Frank,
Wilkinson Brimmer KatcherJames Golden / Leigh Parrish,
212-355-4449
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